Beacon Rise Regulatory News (BRS)

The information contained within this announcement was deemed by the Company to constitute inside information as stipulated under the UK Market Abuse Regulation

6 October 2025

Beacon Rise Holdings Plc

("Beacon Rise" or the "Company")

Update in relation to the Proposed Acquisitions

Entry into heads of terms in relation to the Proposed Chiropractor Acquisition

On 29 September 2025 at 8:11 a.m. Beacon Rise (LSE: BRS) announced, amongst other matters, that it is in preliminary discussions to potentially acquire a UK-based private chiropractor practice (the "Proposed Acquisitions Announcement"). The Company is pleased to announce that it has now entered non-binding heads of terms save for exclusivity and other customary terms in relation to the proposed acquisition of the entire issued and to be issued share capital of Dr Kerry Sissins Chiropractor Limited (the "Chiropractic") by the Company for a consideration of approximately £0.71 million (the "Proposed Chiropractor Acquisition").

It is currently expected that the consideration payable to Kerry Sissins and Kate Roffey (the "Sellers") in respect of the Proposed Chiropractor Acquisition will be satisfied in cash. The Company expect to generate the consideration payable for the Proposed Chiropractor Acquisition through a combination of equity and debt financing.

The Proposed Chiropractor Acquisition remains subject to a number of factors, including but not limited to, the completion of due diligence to the satisfaction of both parties, regulatory and shareholder approval, as well as the negotiation and entry into a final binding acquisition agreement (the "Acquisition Agreement"). Accordingly, there can be no certainty that an Acquisition Agreement will be entered into or that the Proposed Chiropractor Acquisition will complete, nor or on the terms outlined in this announcement.

Information about the Chiropractic

The Chiropractic, registered in England and Wales, is considered to be respected by local medical experts in the area as the natural choice for professionalism and expertise when referring clients for chiropractic treatment.

The Company operates from a patient-centred and results-driven platform, offering bespoke services to suit individual chiropractic needs. The Chiropractic houses a team of experienced chiropractors with a range of specialities in the field that supports a very wide patient demographic.

The Chiropractic has appointed a practice manager, with over 35 years of experience and who has demonstrated the necessary skills and expertise required to manage the day-to-day running of the business on an ongoing basis. The Chiropractic is supported by three associate chiropractors and five receptionists.

The Chiropractic's unaudited accounts for the year ended 30 April 2025 states that the Chiropractic generated revenues in the financial year of approximately £0.56 million and earnings before interest, taxes, depreciation, and amortisation ("EBITDA") of approximately £0.17 million.

Proposed Acquisitions update

In addition to the Proposed Ergotec Acquisition and the Proposed Chiropractor Acquisition, the Company continues to progress discussions in relation to the Proposed Training-provider Acquisition.

As noted previously, heads of terms, including key terms such as the consideration payable, for the Proposed Training-provider Acquisition have not yet been agreed. In addition, discussions in relation to the Proposed Training-provider Acquisition remain at an early stage and will therefore be subject to a number of factors, including but not limited to, the completion of due diligence to the satisfaction of all parties, negotiation of transaction terms, regulatory and shareholder approval, as well as the negotiation and entry into a final binding acquisition agreement. As such, there can be no certainty that the Proposed Training-provider Acquisition will proceed nor any certainty regarding the terms on which it would proceed.

Furthermore, it remains the case that the Proposed Acquisitions are each separate and not inter-conditional. Accordingly, each of the proposed acquisitions will not be impacted by either failing to complete for any reason. However, in the event that one fails to complete, the Company intends to identify a replacement acquisition target.

The Company will seek to simultaneously enter into final binding acquisition agreements in respect of the Proposed Acquisitions prior to Cancellation and Admission. However, the Company intends to proceed with Cancellation and Admission should a final binding acquisition agreement be agreed in relation to at least one of the proposed acquisitions.

The Company will release further announcements as and when appropriate.

Temporary suspension of listing and trading of Ordinary Shares

As outlined in the Proposed Acquisitions Announcement, each of the proposed acquisitions are respectively classified as an "initial transaction" under UK Listing Rules ("UKLR") 13.4. In accordance with UKLR 21.1.4 and 21.3, the Company ordinary shares of £1.00 each (ISIN: GB00BMC0V753) will remain suspended from its listing on the equity shares (shell companies) category of the Official List of the FCA and from trading on the Main Market of the London Stock Exchange.

Should final terms for any of the proposed acquisitions be agreed, the Company will issue an announcement with further details pursuant to UKLR 13.4.22R and UKLR 13.4.23R.

There can be no certainty that the Proposed Acquisitions will successfully complete, nor as to the final terms or timing of the Proposed Acquisitions. If the Proposed Acquisitions do not complete for any reason, it is expected that the suspension of the Company's listing on the Official List will be lifted, subject to FCA approval, and trading in the Company's shares on the Main Market of the London Stock Exchange will recommence.

Unless otherwise defined, definitions contained in this announcement have the same meaning as set out in the Proposed Acquisitions Announcement.

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